6 _487 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 6 INVESTOR RELATIONS Additional share information 6.5.4 b) Share grants and performance share granted during the year Rights to 2,679,985 performance shares and rights to 577,018 one new share were granted during the year.2,679,985 rights to performance shares and 577,018 rights to bonus shares were granted during the year. Number of shares granted Date granted by the Managers Performance shares granted by CGEM to the ten grantees other than Managers who received the greatest number of shares 151,090 November 17, 2023 6.5.4 c) Special Report of the Managing Chairman November 16, 2023 Plan (Recognition) The Annual Shareholders Meeting of May 12, 2023 authorized the grant of shares without consideration to employees of the Company (including the Managers and the Chairman of the Supervisory Board) and of related companies within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code, with the number of shares that may be granted limited to 1.5% of issued capital. The authorization includes the possibility of granting up to 250 shares without performance conditions to more of the Group’s production operators, technicians and middle managers, subject only to a service condition, in order to continue increasing their engagement and give them a stake in the Group’s results. This authorization was used in 2023 to grant 577,018 rights to one new share of common stock to 4,644 grantees. November 17, 2023 Plan (Excellence) The Annual Shareholders Meeting of May 12, 2023 authorized the grant of shares without consideration to employees of the Company (including the Managers and the Chairman of the Supervisory Board) and of related companies within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code, with the number of shares that may be granted limited to 1.5% of issued capital. This authorization was used in 2023 to grant 2,679,985 rights to one new share of common stock to 2,495 grantees. The performance condition is based on three objectives that together demonstrate effective deployment of the Group’s Michelin in Motion strategy. All grantees are expected to fulfill three performance criteria, as set out in the report detailing the related resolution of the May 12, 2023(1) Shareholders Meeting. These criteria are as follows: ● Michelin’s share performance compared with the Stoxx Europe 600 index: the difference between average closing prices of the Michelin share for 2022 and for 2025 must exceed or be equal to the difference between the closing Stoxx Europe 600 indexes for these same years by at least 5 points. Result calculated on a straight-line basis between the threshold of 0 and the targeted 5 points. ● Corporate social responsibility objective: employee engagement and the environmental performance of manufacturing operations. This criterion is based on two indicators: the environmental footprint of Michelin’s manufacturing operations and the level of employee engagement: ● The i-MEP indicator tracks the environmental impact of the Group’s manufacturing operations until 2030. The i-MEP makes these easier to understand by focusing on five priority areas: energy use, CO2 emissions, organic solvent use, water withdrawals and stress, and waste production. The i‑MEP must be below 80 points in 2025. Result calculated on a straight-line basis between the threshold of 86 and the targeted 80 points. ● Since 2013, the annual “Moving Forward Together: Your Voice for Action” survey has measured the employee engagement rate. The employee engagement rate must exceed 84.5% in 2025. Result calculated on a straight-line basis between the threshold of 83% and the targeted 84.5%. ● operating performance: growth in revenue (excluding tires and distribution) and return on capital employed (ROCE). This criterion is based on two indicators: revenue growth excluding tires and distribution, and total consolidated ROCE (i.e., including acquisitions and companies accounted for by the equity method): ● the growth in the new business revenue indicator (like-forlike growth excluding tires and distribution) measures the Group’s ability to grow its new businesses (as opposed to its historical core business). The average growth in new business revenue from 2022 to 2023, from 2023 to 2024 and from 2024 to 2025 must exceed 12%. Result calculated on a straight-line basis between the threshold of 7% and the targeted 12%. ● total consolidated ROCE (including acquisitions, related goodwill and equity-accounted companies) measures the robustness of the Group’s performance. It must exceed 12% in 2025. Result calculated on a straight-line basis between the threshold of 10% and the targeted 12%. Provided that the grantee is still employed by the Group at the end of the vesting period (or qualifies for an exemption from this requirement under French law or in exceptional cases at the discretion of the Managers), if the achievement rate for all of the above criteria is 100% then 100% of the performance shares will vest, with the first criterion accounting for 30%, the second criterion for 40% (20% per indicator) and the third criterion for 30% (15% per indicator). (1) Please refer to pages 455 to 457 of the 2022 Universal Registration Document.
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